MANAGEMENT AGREEMENT
between
THE ALLIANCE FUND, INC.
and
ALLIANCE CAPITAL MANAGEMENT L.P.
MANAGEMENT AGREEMENT, made this 20th day of April, 1993
between THE ALLIANCE FUND, INC., a Maryland corporation
(hereinafter called the "Investment Corporation"), and ALLIANCE
CAPITAL MANAGEMENT L.P., a Delaware corporation (hereinafter
called the "Manager").
WHEREAS, the Investment Corporation has been organized
for the purpose of investing its funds in chemical, government and
other permitted securities and desires to avail itself of the
experience, sources of information, advice, assistance and
facilities available to the Manager and to have the Manager
perform for it various management, statistical, accounting and
clerical services; and the Manager is willing to furnish such
advice, facilities and services on the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and
mutual covenants herein contained, it is agreed as follows:
1. The Investment Corporation hereby employs the
Manager to manage the investment and reinvestment of the assets of
the Investment Corporation and to administer its affairs, subject
to the overall supervision of the Board of Directors of the
Investment Corporation for the period and on the terms as set
forth herein. The Manager hereby accepts such employment and
agrees during such period, at its expense, to render the services
and to assume the obligations as set forth herein for the
compensation provided herein.
2. The Manager will recommend from time to time to the
Board of Directors or a committee thereof a general investment
program and, subject to the overall supervision of the Board of
Directors of the Investment Corporation, will manage the
investment and reinvestment of the assets of the Investment
Corporation. Such general investment program and the
implementation thereof will be in accordance with the policies and
restrictions set forth in the Investment Corporation's
Registration Statement under the Investment Company Act of 1940
and its Prospectus which is part of such Registration Statement
under the Securities Act of 1933, and such other policies as may
from time to time be adopted by the Board of Directors.
3. The Manager will administer the Investment
Corporation's corporate affairs, subject to the overall
supervision of the Board of Directors of the Investment
Corporation and, in connection therewith, shall furnish the
Investment Corporation with an office, and with ordinary clerical
and bookkeeping services at such office, and shall authorize and
permit any of its directors, officers and employees who may be
elected as directors or officers of the Investment Corporation, to
serve in the capacities in which they are elected. All services
to be furnished by the Manager under this Agreement may be
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furnished through the medium of any such directors, officers or
employees of the Manager.
In connection with the administration of the corporate
affairs of the Investment Corporation, the Manager will bear all
of the following expenses:
(i) the salaries and expenses of all personnel,
except the fees and expenses of directors who are not
affiliated persons of the manager, and
(ii) all expenses incurred by the Manager or by the
Investment Corporation in connection with the management
of the investment and reinvestment of the assets of the
Investment Corporation and in the ordinary course of the
administration of the corporate affairs of the Investment
Corporation, other than those specifically assumed by the
Investment Corporation herein.
Except as otherwise expressly provided above, the Investment
Corporation assumes and will pay expenses of the Investment
Corporation, including without limitation:
(a) the fees and expenses of directors who are not
affiliated persons of the Manager,
(b) the fees and expenses of the custodian which
relate to (i) the custodial function and the record-
keeping connection therewith, (ii) the providing of
records to the Manager useful to the Manager in
connection with the Manager's obligation to maintain the
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required accounting records of the Investment
Corporation, (iii) the pricing of the shares of the
Investment Corporation, and (iv) for mail orders, the
cashiering function in connection with the issuance and
redemption of the Investment Corporation's securities,
(c) the fees and expenses of the Investment
Corporation's transfer agent or shareholder servicing
agent, which may be the custodian, which relate to
(i) maintenance of each shareholder account, including
all transactions in that account from regular corporate
transactions or in accordance with various investment or
withdrawal plans provided by the Investment corporation,
(ii) providing information with respect to dealers, if
any, who participated in the sale of Investment
Corporation shares, and (iii) providing information
necessary in computing the amount available for a
shareholder's privilege to purchase other funds managed
by the Manager or any affiliated persons of the Manager,
(d) the cost of personnel, who may be employees of
the Manager or its affiliates, rendering to the
Investment Company such clerical, accounting and other
services as the Investment Company may from time to time
request of the Manager; provided, that all time devoted
to the investment or reinvestment of the portfolio assets
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of the Investment Company shall be for the account of the
Manager,
(e) the charges and expenses of auditors,
(f) brokers' commissions and any issue or transfer
taxes chargeable to the Investment Corporation in
connection with its securities transactions,
(g) all taxes and corporate fees payable by the
Investment Corporation to federal, state or other
governmental agencies,
(h) the allocated portion of the fees of any trade
association of which the Investment Corporation may be a
member,
(i) the cost of stock certificates representing
shares of the Investment Corporation,
(j) the fees and expenses involved in registering
and maintaining registrations of the Investment
Corporation and of its shares with the Securities and
Exchange Commission and with State regulatory
authorities,
(k) all expenses of shareholders' and directors'
meetings and of preparing and printing reports to
shareholders in the amount necessary for distribution to
the shareholders, and
(l) the charges and expenses of legal counsel for
the Investment Corporation in connection with legal
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matters relating to the Investment Corporation, including
without limitation, legal services rendered in connection
with the Investment Corporation's corporate existence,
corporate and financial structure and relations with its
shareholders, and registration and qualifications of
securities under federal law, and litigation.
4. With respect to the Investment Corporation's
portfolio securities, the Manager shall purchase such securities
from or through and sell such securities to or through such
persons, brokers or dealers as it shall deem appropriate. In
placing orders for such purchases and sales which are being placed
with brokers and dealers in accordance with a policy of seeking
"best execution" of such orders, it is recognized that the Manager
may give consideration to the relationships of the Manager or its
parent with brokers or dealers and to research, statistical and
other services furnished by brokers or dealers to the Manager or
its parent for their use. No security transactions shall be
executed through any broker-dealer affiliated with the Manager
without the specific approval of a majority of the directors of
the Investment Corporation who are not affiliated persons of the
Manager.
Notwithstanding the above paragraph, it is understood
that it is desirable for the Manager to have access to
supplemental research and security and economic analysis provided
by brokers and of use to the Investment Corporation, even though
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such access may require the allocation of brokerage business to
brokers who execute brokerage transactions at higher rates to the
Investment Corporation than may be available from other brokers
who are providing only execution service. Similarly it is
important to the Investment Corporation for the Manager to have
good business relationships with broker-dealers who, in the
Manager's judgement, are important block traders, or have special
knowledge of potential buyers and sellers of substantial blocks
of, or who are important dealers in, securities which the
Investment Corporation may wish to buy or sell. Therefore, the
Manager is authorized to place orders for the purchase and sale of
the Investment Corporation's securities with such brokers, subject
to the review by the Board of Directors from time to time with
respect to the extent and continuation of this policy. It is
understood that the services provided by such brokers may also be
useful to the Manager or its parent in connection with service to
other clients.
The Board of Directors may authorize the payment by the
Investment Corporation of additional compensation to others for
consulting services, supplemental research and security and
economic analysis. Such authorization may be on the Board's own
initiative or based on recommendations by the Manager. The Board
may also determine to the extent permitted by generally accepted
accounting principles that such payment may be charged to
principal or income of the Investment Corporation as they deem
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appropriate depending on the purpose of such charges and the
extent to which such services replace brokerage information which
was previously paid for by brokerage commissions.
5. No director, officer or employee of the Investment
Corporation shall receive from the Investment Corporation any
salary or other compensation as such director, officer or employee
while he is at the same time a director, officer or employee of
the Manager. This paragraph shall not apply to consultants and
other persons who are not regular members of the Manager's staff.
6. In consideration of the foregoing the Investment
Corporation will pay the Manager a monthly fee at an annualized
rate of .75% of the first $500 million of the Investment Company's
average daily net assets, .65% of the excess over $500 million of
such net assets up to $1 billion and .55% of the excess over $1
billion of such net assets. Such fee shall be payable in arrears
on the last day of each calendar month for services performed
hereunder during such month. If this agreement terminates prior
to the end of a month, such fee shall be prorated according to the
proportion which such portion of the month bears to the full
month.
7. The Manager assumes no responsibility under this
Agreement other than to render the services called for hereunder
in good faith and shall not be responsible for any action of the
Board of Director of the Investment Corporation in following or
declining to follow any advice or recommendations of the Manager.
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8. (a) Nothing in this Agreement shall limit or
restrict the right of any director, officer or employee of the
Manager who may also be a director, officer or employee of the
Investment Corporation to engage in any other business or to
devote his time and attention in part to the management or other
aspects of any business, whether of a similar nature or a
dissimilar nature, nor to limit or restrict the right of the
Manager to engage in any other business or to render services of
any kind to any other corporation, firm, individual or
association.
(b) You will notify us of any change in the general
partners of your partnership within a reasonable time after such
change.
9. As used in this Agreement, the terms "security",
"chemical security", "government security", other "permitted
security" and "net assets", defined in Article Eighth of the
Articles of Incorporation of the Investment Corporation, shall
have the meanings ascribed to them herein, and the terms
"assignment" and "majority of the outstanding voting securities"
shall have the meanings given to them by Section 2(a)(4) and
2(a)(42), respectively, of the Investment Company Act of 1940.
10. This Agreement shall terminate automatically in the
event of its assignment.
11. This Agreement may be terminated at any time,
without the payment of any penalty, (a) by the Board of Directors
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of the Investment Corporation or by vote of a majority of the
outstanding voting securities of the Investment Corporation by
written notice given not less than 60 days prior to the
termination date addressed to the Manager at its principal place
of business and (b) by the Manager on any January 1, commencing
January 1, 1994, by written notice given not less than sixty days
prior to such January 1 addressed to the Investment Corporation at
its principal place of business.
12. This Agreement shall be submitted for approval to
the Board of Directors of the Investment Corporation annually.
This Agreement shall continue in effect only so long as its
continuance is specifically approved annually by the Board of
Directors of the Investment Corporation or by vote of a majority
of the outstanding voting securities of the Investment Corporation
and, in either case, by vote of a majority of those directors who
are not parties to this Agreement or "interested persons" (as
defined in the Investment Company Act of 1940) of any party to
this Agreement cast in person at a meeting called for the purpose
of voting on such approval.
13. This Management Agreement shall become effective on
the date hereof.
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I
Agreement to be executed by their officers "hereunto duly
authorized.
THE ALLIANCE FUND, INC.
/s/ Xxxxx X. Xxxxxxx
_________________________
Xxxxx X. Xxxxxxx
Chairman
(Corporate Seal)
Attest:
By /s/
__________________________
Secretary
ALLIANCE CAPITAL MANAGEMENT L.P.
By Alliance Capital Management
Corporation, General Partner
/s/ Xxxx X. Xxxxxx
___________________________
Xxxx X. Xxxxxx
Executive Vice President
(Corporate Seal)
Attest:
By /s/
__________________________
Assistant Secretary
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00250430.AN6
